Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.8.0.1
Discontinued Operations
 9 Months Ended
Sep. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations
The Company continuously assesses the composition of our portfolio to ensure it is aligned with our strategic objectives and positioned to maximize growth and return to our shareholders.
Divestiture of the Licensing Business
On April 28, 2017, VF completed the sale of LSG to Fanatics, Inc. The Company received net proceeds of $213.5 million and recorded an after-tax loss on sale of $4.1 million, which is included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income for the first nine months of 2017. The final adjustment to the after-tax loss on sale was $0.3 million in the third quarter of 2017.
LSG included the Majestic® brand, which supplied apparel and fanware through licensing agreements with U.S. and international professional sports leagues and teams, and was previously included within our Imagewear coalition. Under the terms of the transition services agreement, the Company is providing certain support services for periods ranging from three to 24 months from the closing date of the transaction. Revenue and expense items associated with the transition services are primarily recorded in the Imagewear coalition.
Beginning in the first quarter of 2017, VF reported the results of LSG in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income; accordingly, the results have been excluded from continuing operations and segment results for all periods presented. The LSG results, including the loss on sale, recorded in the income (loss) from discontinued operations, net of tax line item were income of $0.3 million and losses of $4.6 million for the third quarter and first nine months of 2017, respectively, and income of $18.1 million and $45.1 million for the third quarter and first nine months of 2016, respectively. Prior to the sale, the related assets and liabilities of LSG were reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.
In conjunction with the LSG divestiture, VF executed its plan to entirely exit all of its licensing businesses, and has classified the assets of the JanSport® brand collegiate business as held-for-sale in VF’s Consolidated Balance Sheets for all periods presented. The assets of the JanSport® brand collegiate business are recorded at their fair value of $0.3 million at September 2017.
Management determined that the expected sale of the JanSport® brand collegiate business met the criteria for presentation as discontinued operations in the first quarter of 2017. Accordingly, the results of the JanSport® brand collegiate business have been presented as discontinued operations in VF’s Consolidated Statements of Income beginning in the first quarter of 2017, and thus have been excluded from continuing operations and segment results for all periods presented. The JanSport® brand collegiate results, including the estimated loss on sale, recorded in the income (loss) from discontinued operations, net of tax line item were losses of $0.9 million and $6.5 million for the third quarter and first nine months of 2017, respectively, and losses of $0.3 million and $0.6 million for the third quarter and first nine months of 2016, respectively. The JanSport® brand collegiate business was previously included within our Outdoor & Action Sports coalition.
Certain corporate overhead and other costs previously allocated to the licensing business for segment reporting purposes do not qualify for classification within discontinued operations and have been reallocated to continuing operations. 
Divestiture of the Contemporary Brands Coalition
On August 26, 2016, VF completed the sale of its Contemporary Brands coalition to Delta Galil Industries, Ltd. for $116.9 million. The Contemporary Brands coalition included the businesses of the 7 For All Mankind®, Splendid® and Ella Moss® brands (the “Businesses”) and was previously disclosed as a separate reportable segment of VF.
The transaction resulted in an after-tax loss on sale of $104.4 million which was included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income for the first nine months of 2016. The after-tax loss on sale included in the income (loss) from discontinued operations, net of tax line item for the third quarter of 2016 was $3.8 million.
VF reported the results of the Businesses as discontinued operations for the third quarter and first nine months of 2016 and excluded them from continuing operations and segment results. The results of the Businesses, including the loss on sale, recorded in the income (loss) from discontinued operations, net of tax line item for the third quarter and first nine months of 2016 were losses of $4.5 million and $98.4 million, respectively.
VF provided certain support services under transition services agreements and completed these services during the third quarter of 2017. These services did not have a material impact on VF’s Consolidated Statement of Income for the nine months ended September 2017.
Summarized Discontinued Operations Financial Information
The following table summarizes the major line items included in the income (loss) from discontinued operations for the divestitures of the licensing business and Contemporary Brands coalition:
 
Three Months Ended September
 
Nine Months Ended September
In thousands
2017
 
2016
 
2017
 
2016
Revenues
$
6,498

 
$
203,696

 
$
160,323

 
$
603,651

Cost of goods sold
6,580

 
127,876

 
121,172

 
362,215

Selling, general and administrative expenses
1,341

 
51,714

 
36,059

 
173,574

Interest expense, net
(1
)
 
(21
)
 
(26
)
 
(183
)
Other income (expense), net
—

 
7

 
—

 
3

Income (loss) from discontinued operations before income taxes
(1,424
)
 
24,092

 
3,066

 
67,682

Gain (loss) on the sale of discontinued operations before income taxes
411

 
(4,439
)
 
(9,506
)
 
(154,275
)
Total income (loss) from discontinued operations before income taxes
(1,013
)
 
19,653

 
(6,440
)
 
(86,593
)
Income tax (expense) benefit(a)
389

 
(6,388
)
 
(4,676
)
 
32,714

Income (loss) from discontinued operations, net of tax
$
(624
)
 
$
13,265

 
$
(11,116
)
 
$
(53,879
)
(a) 
Income tax (expense) benefit for the nine months ended September 2017 includes $8.6 million of deferred tax expense related to GAAP and tax basis differences for LSG.
The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented.
In thousands
September 2017
 
December 2016
 
September 2016
Accounts receivable, net
$
—

 
$
36,285

 
$
48,768

Inventories
—

 
98,025

 
102,450

Other current assets
—

 
1,535

 
2,009

Property, plant and equipment, net
315

 
13,640

 
14,297

Intangible assets
—

 
42,427

 
44,833

Goodwill
—

 
28,636

 
28,636

Other assets
—

 
692

 
770

Total assets of discontinued operations(a)
$
315

 
$
221,240

 
$
241,763

Accounts payable
$
—

 
$
21,674

 
$
15,318

Accrued liabilities
—

 
13,531

 
9,765

Other liabilities
—

 
791

 
801

Deferred income tax liabilities(b)
—

 
(4,081
)
 
(4,140
)
Total liabilities of discontinued operations(a)
$
—

 
$
31,915

 
$
21,744

(a) 
Amounts at December 2016 and September 2016 have been classified as current and long-term in the Consolidated Balance Sheets.
(b) 
Deferred income tax balances reflect VF’s consolidated netting by jurisdiction.
The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows. There were no significant capital expenditures and operating noncash items for any periods presented. Depreciation and amortization expense was $3.0 million and $10.9 million for the nine months ended September 2017 and 2016, respectively.